GTC Getech Group Plc

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

22 August 2024

GETECH GROUP PLC

("Getech", or the "Company")

Result of Retail Offer

Further to the announcement by the Company in respect of the Retail Offer dated 9 August 2024 (the "Retail Offer Announcement"), Getech Group plc (AIM: GTC), a world-leading locator of subsurface resources, is pleased to announce that, following the closing of the Retail Offer on the BookBuild platform on 21 August 2024, the Company has conditionally raised total gross proceeds of £0.2 million (the "Retail Offer") by way of a successful subscription for a total of 10,000,00 Retail Offer Shares at the Issue Price of 2 pence per share in connection with the Retail Offer, which was significantly oversubscribed.

Allocations were made to existing Shareholders, applying the principles of soft pre-emption.  Given the significant demand, existing Shareholders received 100 per cent. of their soft pre-emptive allowance, when their order matched or exceeded their soft pre-emptive allowance. Where the order was greater than the soft pre-emptive allowance shareholders received c.3.76% of their additional demand¹.

Other than where defined, capitalised terms used in this Announcement have the meanings given to them in the Retail Offer Announcement.

Consequently, it is anticipated that 75,000,000 Placing and Subscription Shares and 10,000,000 Retail Offer Shares (together, the "New Ordinary Shares") resulting in a total of 85,000,000 New Ordinary Shares will be issued in relation to the Fundraising.

Completion of the Retail Offer is conditional, inter alia, upon approval of the Shareholders at the General Meeting to be held at 10.00 a.m. on 27 August 2024, the Placing becoming unconditional and on Admission of the New Ordinary Shares. It is expected that Admission of the New Ordinary Shares will become effective and that dealings will commence at or around 8.00 a.m. on 28 August 2024.

Following Admission of the New Ordinary Shares, the Company will have 152,474,375 Ordinary Shares in issue. The New Ordinary Shares to be issued, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Richard Bennett, CEO of Getech Group plc, commented:

"We are pleased to have received good demand for this retail offer and to be able to ensure that all shareholders have had the opportunity to maintain their shareholdings. With the new capital raised, shareholders have strengthened the overall financial position of the business and provided the funds to invest behind growing Group revenues."

For further information, please contact:

¹ - Soft Pre-emptive allowance Calculation: Existing shares X 125.974 % (Dilution from total new shares being issued) = Soft Pre-emptive allowance allocation shares

Additional Demand: (Total Order shares - Soft Pre-emptive allowance allocation shares) x c.3.76% = Additional demand allocation shares

Further information on the Company can be found on its website at: https://getech.com/

IMPORTANT NOTICE

The content of this Announcement has been prepared by, and is the sole responsibility of, the Company.

This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States of America, Canada, Australia, New Zealand, Singapore, the Republic of South Africa, the Republic of Ireland or Japan or into any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The Retail Shares referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, expect pursuant to an applicable exemption from registration. No public offering of Retail Shares is being made in the United States.

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has not been approved by the London Stock Exchange or any other securities exchange.

No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Group.

Cavendish Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the transaction or arrangements described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish Capital Markets Limited or for providing advice in relation to the transaction or arrangements described in this Announcement, or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Cavendish Capital Markets Limited, or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The Retail Shares to be issued pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than to trading on AIM, being the market of that name operated by the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.